Common use of Annual Independent Certified Public Accountants' Reports Clause in Contracts

Annual Independent Certified Public Accountants' Reports. Not later than March 15th following the end of each calendar year, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Depositor, the NIMS Insurer and the Guarantor a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the Depositor, the NIMS Insurer and the Guarantor. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.

Annual Independent Certified Public Accountants' Reports. Not later than March 15th following the end On or before May 31 of each calendar yearyear (commencing with the year 2006), the Master Servicer, at its expense, Servicer shall cause a nationally recognized firm of independent certified public accountants to furnish (who may also render other services to the Trustee, Servicer or its Affiliates) to deliver to the Depositor, the NIMS Insurer Owner Trustee and the Guarantor Indenture Trustee a report stating that (i) it has obtained a letter addressed to the Board of representation regarding certain matters from the management Directors of the Master Servicer which includes an assertion that with respect to the Master Servicer has complied with certain residential mortgage loan servicing standardspreceding CarMax Fiscal Year (or, identified in the Uniform Single Attestation Program for Mortgage Bankers established by case of the Mortgage Bankers Association of Americareport to be delivered in the year 2006, with respect to the servicing period beginning on the Closing Date and ending on February 28, 2006) to the effect that (i) such firm has audited the financial statements of residential mortgage loans during the most recently completed fiscal year Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the basis of an examination conducted by Notes and the Certificates under this Agreement, (iii) such firm audit was made in accordance with generally accepted auditing standards established by and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicers. Immediately upon receipt of such report, the Master Servicer shall furnish a A copy of such report may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the DepositorIndenture Trustee, in either case addressed to the applicable Corporate Trust Office. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the NIMS Insurer Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Guarantor. Copies Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such statement procedures. Notwithstanding the foregoing, the delivery of an attestation as to the assessment of servicing compliance complying with the requirements of the Regulation AB under the Securities Act of 1933, as amended, shall be provided by deemed to satisfy the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trusteeprovisions of this Section.

Annual Independent Certified Public Accountants' Reports. Not later than March 15th following the end On or before May 31 of each calendar yearyear (commencing with the year 2003), the Master Servicer, at its expense, Servicer shall cause a nationally recognized firm of independent certified public accountants to furnish (who may also render other services to the Trustee, Servicer or its Affiliates) to deliver to the Depositor, the NIMS Insurer Owner Trustee, the Indenture Trustee and the Guarantor Insurer a report stating that (i) it has obtained a letter addressed to the Board of representation regarding certain matters from the management Directors of the Master Servicer which includes an assertion that with respect to the Master Servicer has complied with certain residential mortgage loan servicing standardspreceding Fiscal Year (or, identified in the Uniform Single Attestation Program for Mortgage Bankers established by case of the Mortgage Bankers Association of Americareport to be delivered in the year 2003, with respect to the servicing period beginning on the Closing Date and ending on February 28, 2003) to the effect that (i) such firm has audited the financial statements of residential mortgage loans during the most recently completed fiscal year Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the basis of an examination conducted by Notes and the Certificates under this Agreement, (iii) such firm audit was made in accordance with generally accepted auditing standards established by and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicers. Immediately upon receipt of such report, the Master Servicer shall furnish a A copy of such report may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the DepositorIndenture Trustee, in either case addressed to the applicable Corporate Trust Office. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the NIMS Insurer Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Guarantor. Copies Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trusteeprocedures.

Annual Independent Certified Public Accountants' Reports. Not (a) Beginning in 2006, not later than March 15th following the end of each calendar year, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Servicer and within such timeframe the Servicer shall furnish to the Trustee, the Depositor, the NIMS Insurer and the Guarantor each Rating Agency, a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in either the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaAmerica or the Audit Program for Mortgages serviced by Freddie Mac, with respect to the servicing of residential mortgage loans during loaxx xxxxng the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicersSub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the Depositor, the NIMS Insurer and the GuarantorSub-Servicers. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee. In the event such firm of independent certified public accountants requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, at the Servicer's expense, provided that such statement is delivered by the Servicer to the Trustee.

Annual Independent Certified Public Accountants' Reports. Not later than On or before March 15th following the end 15 of each calendar year, the Master Servicercommencing in 2004, GMACM, at its expenseown expense (or if the Trustee is then acting as servicer of the related Mortgage Loans, at the expense of the Depositor, which in no event shall exceed $1,000 per annum), shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Depositor, the NIMS Insurer and the Guarantor GMACM a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer GMACM which includes an assertion that the Master Servicer GMACM has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicers. Immediately upon receipt of such report, the Master Servicer GMACM shall furnish a copy of such report to the Trustee, the Depositor, the NIMS Insurer Depositor and the Guarantoreach Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master ServicerGMACM's expense, provided that such statement is delivered by the Master Servicer GMACM to the Trustee. In the event such firm of independent certified public accountants requires the Trustee to agree to the procedures performed by such firm, GMACM shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of GMACM, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants' Reports. Not later than March 15th 90 days following the end of each calendar yearfiscal year of the Master Servicer, the Master ServicerServicer commencing in 1999 (to cover the fiscal year 1998), at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Depositor, the NIMS Insurer and the Guarantor Master Servicer a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in either the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaAmerica or the Audit Program for Mortgages serviced by FHLMC, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicersSub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicersSub-Servicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the DepositorCertificate Insurer, the NIMS Insurer Depositor and the Guarantoreach Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.

Annual Independent Certified Public Accountants' Reports. Not later than March 15th following the end On or before April 15 of each calendar year, commencing in 2000, the Master Servicer, at its own expense, shall cause a nationally recognized firm of independent certified public accountants to furnish be delivered to the Trustee, the Certificate Insurer, the Depositor, the NIMS Insurer and the Guarantor Rating Agencies a report letter or letters of a firm of independent, nationally recognized certified public accountants reasonably acceptable to the Certificate Insurer stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed fiscal calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicersSub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicersSub-Servicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the Depositor, the NIMS Certificate Insurer and the Guarantoreach Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.

Annual Independent Certified Public Accountants' Reports. Not later than March 15th following the end On or before May 31 of each calendar yearyear (commencing with the year 20[__]), the Master Servicer, at its expense, Servicer shall cause a nationally recognized firm of independent certified public accountants to furnish (who may also render other services to the Trustee, Servicer or its Affiliates) to deliver to the Depositor, the NIMS Insurer Owner Trustee, the Indenture Trustee and the Guarantor Insurer a report stating that (i) it has obtained a letter addressed to the Board of representation regarding certain matters from the management Directors of the Master Servicer which includes an assertion that with respect to the Master Servicer has complied with certain residential mortgage loan servicing standardspreceding CarMax Fiscal Year (or, identified in the Uniform Single Attestation Program for Mortgage Bankers established by case of the Mortgage Bankers Association of Americareport to be delivered in the year 20[__], with respect to the servicing period beginning on the Closing Date and ending on February 28, 20[__]) to the effect that (i) such firm has audited the financial statements of residential mortgage loans during the most recently completed fiscal year Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the basis of an examination conducted by Notes and the Certificates under this Agreement, (iii) such firm audit was made in accordance with generally accepted auditing standards established by and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicers. Immediately upon receipt of such report, the Master Servicer shall furnish a A copy of such report may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the DepositorIndenture Trustee, in either case addressed to the applicable Corporate Trust Office. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the NIMS Insurer Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Guarantor. Copies Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trusteeprocedures.

Annual Independent Certified Public Accountants' Reports. Not later than On or before the last day of March 15th following the end of each calendar year, commencing in 1997, the Master Servicer, at its own expense, shall cause a nationally recognized firm of independent certified public accountants to furnish be delivered to the Trustee, the DepositorCertificate Insurer, Standard & Poor's and Moody's a letter or letters of Xxxxxx Xxxxxxxx & Co., or other firm of independent, nationally recognized certified public accountants reasonably acceptable to the NIMS Certificate Insurer and the Guarantor a report stating that such firm has, with respect to the Master Servicer's overall servicing operations (i) it has obtained a letter of representation regarding certain matters from performed applicable tests in accordance with the management compliance testing procedures as set forth in Appendix 3 of the Master Servicer which includes an assertion that Audit Guide for Audits of HUD Approved Nonsupervised Mortgages or (ii) examined such operations in accordance with the Master Servicer has complied with certain residential mortgage loan servicing standards, identified in requirements of the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaBankers, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by in either case stating such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriatefirm's conclusions relating thereto. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicersSubservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicersSubservicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the Depositor, the NIMS Certificate Insurer and each Rating Agency. To the Guarantor. Copies extent that 100% of the Mortgage Loans are being sub-serviced by a single Subservicer with respect to all collection activity, comparable reports of such statement Subservicer shall be provided by satisfy the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trusteerequirements of this Section 8.18.

Annual Independent Certified Public Accountants' Reports. (a) Not later than March 15th 90 days following the end of each calendar yearfiscal year of the Master Servicer commencing in 1999, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Depositor, the NIMS Insurer and the Guarantor Master Servicer a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in either the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaAmerica or the Audit Program for Mortgages serviced by FHLMC, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by subservicersSub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subservicersSub-Servicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the DepositorCertificate Insurer, the NIMS Insurer Depositor and the Guarantoreach Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.